Exhibit 10.1


 





AMENDMENT NO. 2


TO SECOND AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT


 


This
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of June 21, 2018 (this
“Amendment”), among P&F INDUSTRIES, INC., a Delaware corporation (“P&F”),
FLORIDA PNEUMATIC MANUFACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”), HY-TECH
MACHINE, INC., a Delaware corporation (“Hy-Tech” and together with P&F and Florida Pneumatic, collectively,
the “Borrowers” and each, a “Borrower”), JIFFY AIR TOOL, INC., a Delaware corporation
(“Jiffy”), ATSCO HOLDINGS CORP., a Delaware corporation (“ATSCO”), BONANZA PROPERTIES
CORP, a Delaware corporation (“Properties”), CONTINENTAL TOOL GROUP, INC., a Delaware corporation
(“Continental”), COUNTRYWIDE HARDWARE, INC., a Delaware corporation (“Countrywide”),
EMBASSY INDUSTRIES, INC., a New York corporation (“Embassy”), GREEN MANUFACTURING, INC., a Delaware
corporation (“Green”), PACIFIC STAIR PRODUCTS, INC., a Delaware corporation (“Pacific”),
WILP HOLDINGS, INC., a Delaware corporation (“WILP”), EXHAUST TECHNOLOGIES, INC., a Delaware corporation,
and WOODMARK INTERNATIONAL, L.P., a Delaware limited partnership (“Woodmark”, and together with Jiffy,
ATSCO, Properties, Continental, Countrywide, Embassy, Green, Pacific and WILP, collectively, “Guarantors” and
each, a “Guarantor”) the financial institutions party to this Amendment as lenders (collectively, “Lenders”),
and CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (“Agent”)


 


RECITALS:


 


A.                
Borrowers, Guarantors, the lenders from time to time party thereto (collectively, the “Lenders”) and
Agent have entered into the Second Amended and Restated Loan and Security Agreement dated as of April 5, 2017 (as amended, restated,
supplemented, or otherwise modified from time to time immediately prior to the effectiveness of this Amendment, the “Loan
Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the
Loan Agreement.


 


B.                 
Borrowers have requested that Agent and the Lenders amend certain provisions of the Loan Agreement.


 


C.                 
Subject to the terms and conditions set forth below, Agent and the Lenders party hereto are willing to amend the Loan Agreement
as set forth herein.


 


In furtherance of the
foregoing, the parties agree as follows:


 


Section 1.  AMENDMENTS.
Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties set
forth herein, the definition of “Fixed Charges” in Section 1.1 of the Loan Agreement is hereby
deleted and the following definition is inserted in lieu thereof:


 


“Fixed
Charges: the sum of interest expense (other than payment-in-kind), principal payments made on Borrowed Money (other than prepayments
of Revolver Loans pursuant to Section 5.2 to the extent the Revolver Commitments are not permanently reduced by a corresponding
amount pursuant to Section 2.1.4 ) and Distributions made; provided that, for the applicable Measurement Periods,
Fixed Charges shall be reduced by up to $750,000 in cash payments received by P&F in the 2018 Fiscal Year from the exercise
by officers and directors of options to purchase P&F stock.”


 


The amendments to the Loan Agreement are
limited to the extent specifically set forth above and no other terms, covenants or provisions of the Loan Agreement are intended
to be affected hereby.




 






     


     


    

 





Section 2.
 CONDITIONS PRECEDENT. The parties hereto agree that the amendments set forth in Section 1 above shall not be
effective until the satisfaction of each of the following conditions precedent:


 


(a)       Documentation.
Agent shall have received (i) a counterpart of this Amendment, duly executed and delivered by Borrowers, Guarantors and all of
the Lenders then party to the Loan Agreement, and (ii) such other documents and certificates as Agent or its counsel may reasonably
request relating to the organization, existence and good standing of Obligors, the authorization of this Amendment and any other
legal matters relating to any Obligor or the transactions contemplated hereby.


 


(b)       Fees
and Expenses.  All fees and expenses of counsel to Agent estimated to date shall have been paid in full (without prejudice
to final settling of accounts for such fees and expenses).


 


Section 3.  REPRESENTATIONS
AND WARRANTIES.


 


(a)       In
order to induce Agent and the Lenders to enter into this Amendment, each Borrower represents and warrants to Agent and the Lenders
as follows:


 


(i)       The
representations and warranties made by such Borrower in Section 9 of the Loan Agreement are true and correct on and as of
the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date in which case
such representations and warranties are true and correct on and as of such earlier date.


 


(ii)       No
Default or Event of Default has occurred and is continuing or will exist after giving effect to this Amendment.


 


(b)       In
order to induce Agent and the Lenders to enter into this Amendment, each Borrower and each Guarantor represents and warrants to
Agent and the Lenders that (i) this Amendment has been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation and (ii) the execution, delivery and performance by each Borrower and each Guarantor of this Amendment
(w) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority
or third party, except for (A) such as have been obtained or made and are in full force and effect or (B) the failure of which
to obtain would not reasonably be expected to result in a Material Adverse Effect, (x) do not and will not violate any Applicable
Law or the Organic Documents of such Borrower or such Guarantor, except to the extent that such violation would not reasonably
be expected to result in a Material Adverse Effect, (y) do not and will not violate or result in a default under any indenture
or any other agreement, instrument or other evidence of Material Indebtedness, except to the extent that such default would not
reasonably be expected to result in a Material Adverse Effect, and (z) do not and will not result in the creation or imposition
of any Lien on any asset of any Obligor, except Liens created under the Loan Documents.




 






     


     


    

 





Section 4.
 MISCELLANEOUS.


 


(a)       Ratification
and Confirmation of Loan Documents. Each Borrower and each Guarantor hereby consents, acknowledges and agrees to the amendments
set forth herein and hereby confirms and ratifies in all respects the Loan Documents to which such Person is a party (including
without limitation, with respect to each Guarantor, the continuation of its payment and performance obligations under the guaranties
set forth in Section 15 of the Loan Agreement upon and after the effectiveness of the amendments contemplated hereby and,
with respect to each Borrower and each Guarantor, the continuation and extension of the liens granted under the Loan Agreement
and Security Documents to secure the Obligations). Except as expressly set forth herein, this Amendment (i) shall not by implication
or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, or Agent under
the Loan Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security
Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Obligors
under the Loan Documents, in each case, as amended by this Amendment. This Amendment shall for all purposes constitute a Loan Document.


 


(b)       Fees
and Expenses. Borrowers shall pay on demand all reasonable costs and expenses of Agent in connection with the preparation,
reproduction, execution, and delivery of this Amendment and any other documents prepared in connection herewith, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for Agent.


 


(c)       Headings.
Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive effect.


 


(d)       Governing
Law; Waiver of Jury Trial. This Amendment shall be governed by and construed in accordance with the laws of the State of New
York, and shall be further subject to the provisions of Sections 14.13, 14.14 and 14.15 of the Loan Agreement.


 


(e)       Counterparts.
This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an
original, and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile or electronic transmission (including .pdf file) shall be effective as delivery
of a manually executed counterpart hereof.


 


(f)       Notices.
All communications and notices hereunder shall be given as provided in the Loan Agreement as amended hereby.


 


            (g)Entire Agreement. This
Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire
understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations
and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or
implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise,
condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the
Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other.
None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise except in a
writing signed by Agent for such purpose.




 






     


     


    

 





 


(h)       Enforceability;
Severability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to
one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.
Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction


 


(i)       Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of each Borrower, each Guarantor, Agent, each Lender
and their respective successors and assigns (subject to Section 13 of the Loan Agreement).


 


(j)       Guarantor
Acknowledgement. Each Guarantor hereby: (i) consents to this Amendment and to the changes to the Loan Agreement to be
effected by this Amendment; (ii) acknowledges that this Amendment does not in any way modify, limit, or release any of its
obligations under the Loan Agreement; and (iii)  acknowledges that its consent to any other modification to any Loan Document
will not be required as a result of the consent set forth in this Section 4 having been obtained, except to the extent,
if any, required by the specific terms of that Loan Document.


 


 


.


[Remainder of Page Intentionally Left Blank; Signature Pages
Follow]




 


 






     


     


    

 





The following parties
have caused this Amendment No. 1 to Second Amended and Restated Loan and Security Agreement to be executed as of the date first
written above.


 


	 	 	BORROWERS:
	 	 	 
	 	 	P&F INDUSTRIES,
INC.
	 	 	FLORIDA PNEUMATIC MANUFACTURING
	 	 	CORPORATION
	 	 	HY-TECH MACHINE, INC.
	 	 	 
	 	 	 
	 	 	By:	/s/ Joseph A. Molino, Jr.   	 
	 	 	Name:	Joseph A. Molino, Jr     	 
	 	 	Title:	Vice President            	       
	 	 	 
	 	 	 	       Attention:	 	 
	 	 	 	       Telecopy:	 	 
	 	 	 
	 	 	 
	 	 	GUARANTORS: 





	 	 	 
	 	 	ATSCO HOLDINGS CORP.
	 	 	JIFFY
AIR TOOL, INC.,
	 	 	BONANZA PROPERTIES CORP.,
	 	 	CONTINENTAL TOOL GROUP, INC.
	 	 	COUNTRYWIDE HARDWARE, INC.
	 	 	EMBASSY INDUSTRIES, INC.
	 	 	GREEN MANUFACTURING,
INC.
	 	 	PACIFIC STAIR PRODUCTS,
INC.
	 	 	EXHAUST TECHNOLOGIES,
INC.
	 	 	WILP HOLDINGS, INC.
	 	 	 
	 	 	 
	 	 	By:	/s/ Joseph A. Molino, Jr.	 
	 	 	Name:	Joseph A. Molino, Jr	 
	 	 	Title:	Vice President	 
	 	 	 
	 	 	 	     Attention:	 	 
	 	 	 	     Telecopy:	 	 
	 	 	 	 	 	 
	 	 	WOODMARK INTERNATIONAL, L.P.	 
	 	 	 	 
	 	 	By:Countrywide Hardware, Inc.	 
	 	 	 	 
	 	 	By:	/s/ Joseph A. Molino, Jr.   	 
	 	 	Name:	Joseph A. Molino, Jr	 
	 	 	Title:	Vice President	 
	 	 	 	 	 	 
	 	 	 	     Attention:	 	 
	 	 	 	     Telecopy:	 	 









 








 











 


AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT


Signature Page








     


     


    







AGENT
AND LENDERS:


 


CAPITAL ONE, NATIONAL ASSOCIATION,
as


Agent and Lender





 


By:/s/ Julianne
Low


Name:Julianne
Low


Title:Senior
Director


 


 


 


 


 


 


AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT


Signature Page